2019 (4) TMI 2025 - Tri - Companies Law

Transfer of shares - seeking restraint on Respondents from selling, encumbering, transferring or mortgaging the assets of the Respondent No. 1 company, land and other assets of the Respondent No. 1 company including advance given against the properties or creating any third party rights - HELD THAT - It is directed that the respondents to comply with the aforesaid directions. It is made further clear that the petitioner shall not deal with the assets of the respondent company. List on 17.05.2019.

Summary

Issues: Shareholding dispute, Appointment of Director, Agreement for share transfer

Shareholding Dispute:
The petitioner, holding more than 95% shares in the respondent company, alleged discrepancies in the appointment of a director. The AGM held on 29.09.2018 appointed Mr. Ravi Bhargava as director, but respondents 2, 3, & 4 uploaded DIR Form-12 showing themselves as directors. The petitioner represented this to the RoC on 31.01.2019. The respondents claimed an agreement dated 08.10.2018 where the petitioner agreed to sell shares, with 2% already paid, pending authority permission for transfer.

Appointment of Director:
The dispute arose regarding the appointment of a director in the respondent company following the AGM on 29.09.2018. The petitioner alleged discrepancies in the minutes of the AGM and the information uploaded on the MCA website by respondents 2, 3, & 4. The respondents argued the existence of an agreement dated 08.10.2018 for the sale of shares, with partial payment made, subject to regulatory approval.

Agreement for Share Transfer:
The respondents contended that an agreement dated 08.10.2018 existed, wherein the petitioner agreed to transfer shares to respondents 2, 3, & 4, with partial payment already made. The transfer was conditional upon obtaining necessary permissions. The petitioner, however, disputed this claim and sought interim relief to prevent any sale, transfer, or encumbrance of assets, maintain the status quo of shareholding, disclose bank accounts, and restrict new account openings until the petition's resolution.

The Tribunal granted interim relief, directing the respondents to comply with specific orders, including restraining asset transactions, maintaining shareholding status quo, disclosing bank accounts, and seeking permission for board meetings. The petitioner was prohibited from dealing with the company's assets. Deadlines were set for filing replies and rejoinders, with a future hearing scheduled for further proceedings.